U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE AT OF 1934 BIRCH FINANCIAL, INC. --------------------- (Exact name of registrant as specified in its charter) NEVADA 91-2077659 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 15722 Kadota Street Sylmar, California 91342 ------------------------ (Address of Principal Executive Offices) Securities to be registered pursuant to Section 12(b) of the Act: None. If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-49736 --------- Securities to be registered pursuant to Section 12(g) of the Act: Common stock ------------ (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Common Stock. - ------------- Our authorized capital stock consists of 63,000,000 shares of common stock, $0.01 par value per share. On September 30, 2002, there were 32,116,548 outstanding shares of our common stock. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and may not cumulate votes for the election of directors. Common stock holders have the right to receive dividends when, as, and if declared by the Board of Directors from funds legally available therefor. Upon liquidation, holders of common stock are entitled to share pro rata in any assets available for the distribution to shareholders after payment of all obligations. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities. Our Articles of Incorporation and Bylaws do not contain any provision that would delay, defer or prevent a change in the control of our company. Item 2. Exhibits. The following Reports and/or Registration Statements have been filed us with the Securities and Exchange Commission, and are incorporated herein by reference: Form Type Filing Date --------- ----------- SB-2 11/13/00 Exhibits: Articles of Incorporation Articles of Amendment changing the name of the Company to "Peak Performance Products, Inc.," changing the Company's capitalization to 40,000,000 shares at $0.001 per share and effecting a reverse split on the basis of five for one Articles of Amendment changing the name of the Company to "LumaLure Manufacturing, Inc.," changing the Company's capitalization to 40,000,000 shares at $0.01 per share and effecting a reverse split on the basis of ten for one Articles of Amendment changing the name of the Company to "Sairam Technologies, Ltd." and effecting a reverse split on the basis of seven for one Articles of Amendment changing the name of the Company to "Balanced Environmental Services Tech, Inc." Certificate of Amendment authorizing 100,000,000 shares of preferred stock with a par value of $0.001 Articles of Amendment changing the name of the Company to "United States Indemnity & Casualty, Inc.," changing the Company's capitalization to 50,000,000 shares at $0.01 per share Certificate of Amendment effecting a reverse split on the basis of 1,000 for one Certificate of Amendment effecting a forward split on the basis of 100 for one Certificate of Amendment changing the name of the Company to "Birch Financial, Inc." and changing the Company's capitalization to 63,000,000 shares at $0.01 per share Bylaws SB-2/A 02/27/01 SB-2/A 03/26/01 SB-2/A 04/12/01 SB-2/A 04/19/01 10-QSB (03/30/01) 05/17/01 10-QSB (06/30/01) 08/13/01 8-K (10/16/01) 10/22/01 8-K/A (10/16/01) 10/23/01 10-QSB (09/30/01) 11/20/01 8-K/A (10/16/01) 12/17/01 8-K (01/18/02) 01/23/02 10-KSB (12/31/01) 03/15/02 10-QSB (03/31/02) 05/09/02 10-QSB (06/30/02) 08/09/02 10-QSB (09/30/02) 11/13/02 10-QSB/A (09/30/02) 11/14/02 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. BIRCH FINANCIAL, INC. Date: 01/07/03 By /s/ Efraim Donitz -------- --------------------------- Efraim Donitz, CEO, President, Treasurer and Director Date: 01/07/03 By /s/ Nelson L. Colvin -------- --------------------------- Nelson L. Colvin, Vice President, Secretary and Director Date: 01/07/03 By /s/ Barry L. Cohen -------- --------------------------- Barry L. Cohen, Chairman of the Board of Directors Date: 01/07/03 By /s/ Keith L. Walton -------- --------------------------- Keith L. Walton, vice President and Director Date: 01/07/03 By /s/ Ronald H. Dietz -------- --------------------------- Ronald H. Dietz, Director Date: 01/07/03 By /s/ Lebo Newman -------- --------------------------- Lebo Newman, Director